Terms of use

THESE TERMS OF USE (“TERMS”) GOVERN YOUR USE OF ALL WEBSITES, APPLICATIONS, TOOLS AND DIGITAL PRODUCTS AND SERVICES MADE AVAILABLE TO YOU BY DIOS DATA INC (“TRAK,” “US,” “WE,” OR “OUR”), INCLUDING THE DIOS TOOL, AND/OR ANY FUNCTIONALITY, CONTENT, DATA OR SERVICE INCLUDED THEREIN AND MADE AVAILABLE TO YOU BY DIOS (COLLECTIVELY, THE “SERVICES”). PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCESSING OR USING ANY PART OF THE SERVICES OR OTHERWISE ACCEPTING THESE TERMS, YOU AGREE THAT THESE TERMS SHALL APPLY AND BECOME BINDING ON YOU AND THE COMPANY THAT EMPLOYS YOU OR THAT YOU REPRESENT (COLLECTIVELY, “YOU”),  ON THE FIRST DATE YOU ACCESS OR USE ANY PART OF THE SERVICES OR OTHERWISE ACCEPT THESE TERMS, WHETHER BY EXECUTING AN ORDER FORM REFERENCING THIS AGREEMENT, CLICKING A BOX INDICATING ACCEPTANCE OF THIS AGREEMENT OR OTHERWISE USING THE SERVICES. IF YOU DO NOT AGREE, YOU ARE NOT AUTHORIZED TO USE THE SERVICES. YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE OR OLDER TO ACCESS ANY SERVICES, REGISTER AND USE ANY SERVICES, AND AGREE TO THESE TERMS.

IF YOU ARE AN INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, INCLUDING ACCEPTING THIS AGREEMENT ON BEHALF OF YOUR END-CLIENT, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

TRAK’S COMPETITORS ARE PROHIBITED FROM ACCESSING OR USING THE SERVICES IN ANY WAY, EXCEPT WITH TRAK’S PRIOR WRITTEN CONSENT.

WE MAY CHANGE THESE TERMS FROM TIME TO TIME BY POSTING A REVISED VERSION OF THE TERMS ON DIOS AND/OR OUR WEBSIT. CHANGES TO THE TERMS ARE EFFECTIVE IMMEDIATELY UPON POSTING THEM ON OUR WEBSITE. WE WILL INDICATE THE DATE ON WHICH THE TERMS WERE LAST UPDATED AT THE TOP OF THESE TERMS. YOUR CONTINUED USE OF THE SERVICES AFTER SUCH CHANGE CONSTITUTES YOUR AGREEMENT TO THE MODIFIED TERMS. YOU SHOULD REVIEW THE SERVICES FREQUENTLY FOR REVISIONS TO THE TERMS. IF YOU DO NOT AGREE TO THE MODIFIED TERMS, YOU SHOULD DISCONTINUE YOUR USE OF THE SERVICES. IN ADDITION, DIOS MAY AT ANY TIME MODIFY ANY PART OF THE SERVICES, INCLUDING ANY FUNCTIONALITY OR FEATURE OFFERED THROUGH THE SERVICES, TEMPORARILY OR PERMANENTLY, FOR ANY REASON, WITH OR WITHOUT NOTICE TO YOU.

OUR PRIVACY POLICY AND DO NOT SELL MY PERSONAL INFORMATION POLICY CAN BE FOUND ON OUR WEBSITE AND APPLY TO PERSONAL INFORMATION COLLECTED FROM YOU THROUGH THE SERVICES. YOU MAY FIND THE MOST CURRENT VERSION POSTED ON OUR WEBSITE.

DIOS Fees, Subscription and Billing Terms

Subscription Terms

You may create an account to access DIOS (“Account”). DIOS has a free Account subscription plan, with pay-as-you-go pricing for anything purchased within the tool. DIOS also has paid subscription plans, with the option of quarterly and/or annual commitments, in addition to pay-as-you-go services within the tool. Your paid subscription begins as soon as your initial payment is processed, for monthly, quarterly, and annual subscription terms. Your subscription will automatically renew after each term without notice until you cancel. You will be billed for the total amount of each term upfront. You authorize us to store your payment method(s) and to automatically charge your payment method(s) every payment term until you cancel. We will automatically charge you the then-current rate for your plan, every term upon renewal until you cancel. We may change your plan’s rate each monthly renewal term, and we will notify you of any rate change with the option to cancel.

If your primary payment method fails, you authorize us to charge any other payment method in your DIOS Account. If you have not provided us a backup payment method(s) and you fail to provide payment, or if all payment methods in your account fail, we may suspend your subscription and/or downgrade you to the free subscription plan.

You can edit your payment information anytime in your Account.

You are not permitted to share, sell, distribute or otherwise transfer your Account or allow your login credentials to be used by any other individual. You shall maintain the security and confidentiality of your login credentials used to access your Account. You shall choose a strong and secure password that you shall keep secure and confidential. You shall promptly notify DIOS in the event you believe your login credentials have been compromised or there has been unauthorized use of your Account. You are solely responsible for any activities or actions taken under your Account, including as a result of the unauthorized use of your Account. DIOS is not liable for any loss you incur as a result of your failure to comply with this section.

Cancellation Terms

You can cancel your subscription anytime via your Account page. If you cancel after a payment, your payment is non-refundable and your service will continue until the end of that month’s billing period. Data Usage Terms and other relevant terms in this agreement survive any cancellation of subscription.

Usage-based Fees

In addition to any applicable subscription fees, you may choose to purchase any Products or Services (“Services”) such as data, enhancements, profiles, and other items within the tool. Payment for these Services is due immediately within the tool, via the primary payment method on file, and you will be able to download any selected Services as soon as payment has been received in the tool. All items purchased are non-refundable.

Any Data Services purchased (including prospect lists, identifiers, and any consumer data) is a one-year unlimited use license, bound by the Data Usage Terms here, and any other terms or restrictions listed in DIOS prior to purchase, upon purchase, or upon download.

Services purchased will be available for download after purchase. DIOS will retain services purchased for 1 year.

Title

You acknowledge that the Services, Data, tool, process, and data processing shall at all times remain the intellectual property of DIOS Data Inc. or the third party data owners (“Data Owners”) who provided the Data to DIOS Data Inc., and that Customer has no proprietary rights whatsoever in the Data. DIOS is granting you a revokable license in the data services revocable upon termination of the agreement.

DIOS Data Inc. acknowledges that any Submitted Data (i.e. customer data, input data, 1st party data) you submit to DIOS Data Inc. for processing by shall at all times remain the intellectual property of the user and that DIOS Data Inc. has no proprietary rights whatsoever in such Customer data.

You shall not make available to DIOS any Submitted Data that you are prohibited from sharing or disclosing to TRAK. You represent and warrant that you or your licensors have the right to share all Submitted Data with DIOS in accordance with these Terms, and that the Submitted Data does not violate or infringe upon our or any third party’s intellectual property rights (including copyrights, trademarks, trade secrets, patents, and publicity rights). You also represent and warrant that the Submitted Data is accurate and complete to the best of your knowledge. You agree that you are solely liable for any losses you or we may incur as a result of the Submitted Data for reasons of infringement or otherwise.

You are responsible for reviewing Submitted Data for accuracy, completeness and compliance with these Terms. We may remove, disable, or restrict access to or the availability of any Submitted Data from the Services that we believe, in our discretion, to violate these Terms (whether or not we are, in fact, correct in our assessment). If you believe that we have acted mistakenly with respect to certain Submitted Data, you may contact us, in which case we may investigate the matter further. We nevertheless may take no further action. Submitted Data will be retained indefinitely for use within your account.

Confidentiality

The Tool, the Product, Customer Data, this Agreement, and any proprietary or confidential information, including but not limited to user IDs and passwords made available to Customer by DIOS in order to allow Customer access to the tool or TRAK’s FTP servers (when applicable) to retrieve Product(s), (collectively, “Confidential Information”) provided hereunder by one party (“Disclosing Party”) to the other (“Receiving Party”) shall be held in confidence by the Receiving Party and shall not be disclosed or used for any purpose other than as expressly provided in this Agreement without the prior written consent of the Disclosing Party, or as required by law.  The Receiving Party shall: (a) protect the Confidential Information of the Disclosing Party with at least the same degree of care with which it protects its own confidential or proprietary information, but not less than a reasonable degree of care, and (b) instruct its employees and all other parties who are authorized to have access to the Disclosing Party’s Confidential Information of the restrictions contained in this Agreement.  Each Receiving Party shall limit access to the Disclosing Party’s Confidential Information to its own employees, agents, contractors, Service Providers (as defined herein), and consultants strictly with a “need to know”; provided, however, that such parties have executed an agreement with the Receiving Party with confidentiality provisions at least as restrictive as those contained herein.  The parties hereby undertake to ensure the individual compliance of such employees, agents, contractors, Service Providers and consultants with the terms hereof and shall be responsible for any actions of such employees, agents, contractors, Service Providers and consultants.  Receiving Party shall, as soon as reasonably practical after discovery, report to the Disclosing Party any unauthorized use of, disclosure of or access to the Disclosing Party’s Confidential Information, subject to any reasonable restrictions placed on the timing of such notice by a law enforcement or regulatory agency investigating the incident; and take all reasonable measures to prevent any further unauthorized disclosure or access.

System Requirements and Delivery Of The Data

For the best experience, use the DIOS tool on Windows 10 or 11 or macOS Monterey 12 with the latest Chrome browser.

DIOS will provide the Services and any relevant deliverables tied to the Services within the tool and/or your account.  You acknowledge that certain mechanical or software failures may render DIOS unavailable for periods of time and that DIOS may not be able to provide advance warning to you of such impending downtime.  DIOS shall use reasonable efforts to provide you with advance notice of downtime.

Warranty Disclaimer

YOUR USE OF THE SERVICES ARE AT YOUR OWN RISK. THE SERVICES, INCLUDING ALL SERVICES AND CONTENT, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES, INCLUDING ALL DIOS DATA, SERVICES, CONTENT, INFORMATION, SOFTWARE, FUNCTIONS, PROCESSES, OR OTHER CONTENT PROVIDED OR REFERENCED HEREIN.

WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DISCLAIM ALL WARRANTIES RELATING TO THE AVAILABILITY, ACCURACY, SECURITY, PRIVACY, CONFIDENTIALITY, APPROPRIATENESS, RELIABILITY, COMPLETENESS, OR TIMELINESS RELATING TO THE SERVICES. WE DISCLAIM ANY WARRANTY THAT THE SERVICES OR SERVICES WILL BE UNINTERRUPTED, NOT DELAYED OR SUSPENDED, UNCHANGED, OR ERROR OR VIRUS FREE, OR THAT WE WILL CORRECT ANY DEFECTS. WE MAKE NO REPRESENTATIONS THAT THE MATERIALS CONTAINED WITHIN THE SERVICES ARE APPROPRIATE FOR LOCATIONS OUTSIDE THE UNITED STATES.

TRAK’s (and any data owners that DIOS licenses data from) aggregate liability to customer or any third party, whether for negligence, breach of warranty, or any other cause of action, shall be limited to the lesser of the price paid for the product or services to which the incident relates, or one hundred dollars ($100).  In no event shall customer or data owner be liable for any special, indirect, incidental or consequential damages, whether or not foreseeable and however arising, including but not limited to lost income or lost revenue, whether based in contract, tort or any other theory.

The Terms do not affect those statutory rights that you are entitled to as a consumer and that you cannot contractually agree to alter or waive.

Limitation of Liability

EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE DAMAGES, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, LOSS OF GOODWILL, BUSINESS REPUTATION, BUSINESS OPPORTUNITIES OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES, OR ANY DIOS DATA, INFORMATION, OR SERVICES PROVIDED FOR ON OR BY THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF YOU HAVE NOTIFIED US ABOUT SUCH DAMAGES, OR FOR ANY CLAIMS BY ANY THIRD-PARTIES. IN NO EVENT WILL TRAK’S AGGREGATE LIABILITY TO YOU, DIRECT OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100).

DIOS IS NOT LIABLE FOR THE ACCURACY, COMPLETENESS, AVAILABILITY OF THE SERVICES. THE CONTENT OR MATERIALS APPEARING ON OUR SITE MAY INCLUDE TECHNICAL, TYPOGRAPHICAL, OR PHOTOGRAPHIC ERRORS. DIOS IS NOT RESPONSIBLE FOR THESE ERRORS.

If any limitations and exclusions of liability are prevented by law, our liability to you shall be limited to the greatest extent permitted by law.

Indemnification

You agree to defend, indemnify and hold TRAK, its affiliates and their respective officers, directors, employees, agents, contractors and business partners harmless from and against any claims, actions, demands, losses, liabilities, fines, costs, including, without limitation, legal and accounting fees, arising or resulting from:

Your breach of these Terms;

Your breach of these Data Usage Terms;

Your access to, use or misuse of the Services or any DIOS Data, Submitted Data or features provided or made available through the Services;

Your negligence, actions or omissions;

Your violation or alleged violation of any law, regulation or ordinance; or

Your violation or alleged violation of the rights of any third party.

We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under these Terms at your expense. In such case, you agree to cooperate with any reasonable requests assisting us in the defense of such matter. Your obligations as stated herein survive these Terms and your use of the Services.

Compliance

You agree to use the Services in compliance with these Terms and all applicable laws, rules and regulations, including without limitation, 3rd party data usage restrictions, privacy laws, rules and regulations.

You are solely responsible for any communications between you and any individual whose contact or information is made available through the Services. You shall communicate with such individuals in compliance with applicable laws, rules and regulations, including but not limited to the Data Usage Terms below and any other data usage restrictions listed in the DIOS tool. Without limitation of the foregoing, to the extent required by applicable law, you shall (i) allow individuals to opt out of receiving marketing emails, direct mail, text messages or other communications from you, (ii) maintain exclusionary lists relating to individuals who wish not to receive marketing communications from you, and (iii) comply with applicable do-not-call and do-not-email lists.

In the event a law, regulation, enforcement action, investigation, litigation or claim, or any other circumstance, is reasonably likely to adversely affect your ability to comply with these Terms, you agree to promptly notify DIOS and take reasonable and appropriate steps to prevent or remedy any non-compliance, or promptly cease your use of the Service and processing of any portion of DIOS Data. DIOS may, at any time and without prior notice to you or penalty of any kind to TRAK, suspend, restrict, revoke or terminate your access to or use of any or all of the Service if TRAK, in its sole discretion, believes you have violated these Terms or as DIOS otherwise deems appropriate to protect the security or integrity of the Services.

Audit/Non-Compliance

You acknowledge and agree that DIOS will have the right to monitor your use of the Services and your compliance with these Terms, including the Data Usage Terms below. You must not interfere or attempt to interfere with such monitoring. Upon request from TRAK, you agree to make available to DIOS all information and materials reasonably necessary to demonstrate compliance with these Terms, and allow for and contribute to audits and inspections conducted by or on behalf of DIOS relating in any way to your compliance. You shall reasonably cooperate with any such request, monitoring or inspection initiated by TRAK. DIOS may ask you to validate or certify your continued compliance with these Terms. Failure to validate or self-certify your compliance upon request from DIOS may result in DIOS revoking your access to the Services, or requiring you to promptly delete DIOS data in your possession, custody or control.

We may request that you delete the personal information of individuals who have requested that their personal information be deleted. Upon request from TRAK, you agree to take all reasonable and appropriate steps to promptly and securely delete the relevant DIOS Data in your possession, custody or control. We will notify you via email or in your Account.

In the event an audit reveals that you are not in compliance with the terms and conditions of this Agreement, you shall be responsible for the costs of the audit, as well as any and all damages resulting from such non-compliance including, without limitation, any special, incidental, indirect, or consequential damages whatsoever (including punitive damages and damages for loss of goodwill).

Termination

DIOS may, in its sole discretion, at any time discontinue providing or limit access to TRAK, the DIOS tool, and any areas of the website, services, or contact on or through the website or app. You agree that DIOS may, in its sole discretion, at any time, terminate or limit your access to, or use of, TRAK, the DIOS tool or app, website or any content. DIOS may terminate or limit your access to or any use of DIOS if DIOS determines, in its sole discretion, that you have infringed any of the terms here, reasonable use, or your use is in a manner that might cause us legal concern, or disrupt others’ use of TRAK. You agree that DIOS shall not be liable to you or any third-party for any termination or limitation of your access to, or use of, TRAK, the DIOS tool or app, the website, DIOS Services, or anything else related to your use of TRAK.

You may delete your Account at any time in your Account (you may also terminate your subscription at any time and downgrade to the free subscription plan – see Subscription Terms section above). Upon deleting your Account, you will no longer be able to access any previously purchased Services or activity within your Account and your data will be deleted.

Force Majeure

Neither party shall be liable for any losses arising out of the delay or interruption of its performance of obligations under the Agreement due to any act of God, act of governmental authority, act of public enemy, war, riot, flood, civil commotion, insurrection, severe weather conditions, or any other cause beyond the reasonable control of the party delayed.

Survival of Terms

Any provision of this Agreement that contemplates performance or observance subsequent to any termination or expiration of this Agreement, including, without limitation, all provisions with respect to confidentiality, limitation on liabilities, and indemnification, shall survive any termination or expiration of this Agreement and continue in full force and effect.

If you have any questions about our policy you may contact us for more information at hello@trakdatainc.com.